-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QWaTZI5oQ8DuU+r4yC6L7LfJE625+Yy9nUKmcPmSl5stTOAXyVWMBUxVLkoA4NSY 5bWhU1nOY0ZPUoOHhCFZ8A== 0000100790-94-000013.txt : 19940503 0000100790-94-000013.hdr.sgml : 19940503 ACCESSION NUMBER: 0000100790-94-000013 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940502 EFFECTIVENESS DATE: 19940502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CARBIDE CHEMICALS & PLASTICS CO INC CENTRAL INDEX KEY: 0000100790 STANDARD INDUSTRIAL CLASSIFICATION: 2821 IRS NUMBER: 131421730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22125-99 FILM NUMBER: 94525609 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 BUSINESS PHONE: 2037942000 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE CORP DATE OF NAME CHANGE: 19890806 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE & CARBON CORP DATE OF NAME CHANGE: 19710317 S-8 POS 1 S-8 POS 33-22125-99 TEXT Registration No. 33-22125 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Union Carbide Corporation (Exact name of registrant as specified in its charter) New York 13-1421730 (State or other jurisdiction (IRS Employer of incorporation or organization Identification No.) 39 Old Ridgebury Road, Danbury, CT 06817-0001 (Address of principal executive offices) 1988 Union Carbide Long-Term Incentive Plan 1984 Union Carbide Stock Option Plan (Full title of the plan) Joseph E. Geoghan Vice President, General Counsel and Secretary Union Carbide Corporation 39 Old Ridgebury Road, Danbury, CT 06817-0001 (Name and address of agent for service) (203) 794-2000 (Telephone number, including area code, of agent for service) The Prospectus which is part of this Post-Effective Amendment No. 3 to the Registration Statement also relates to Registration Statement No. 2-90419. This statement is made pursuant to Rule 429(b). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified by Part I of this Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 33-22125 (the "Registration Statement") will be sent or given to participants in the 1988 Union Carbide Long-Term Incentive Plan and the 1984 Union Carbide Stock Option Plan (the "Plans") of Union Carbide Corporation, a New York corporation, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the Securities Act. For purposes of this Post-Effective Amendment No. 3 to the Registration Statement, the term "Company" or "Pre-Merger UCC" shall mean, for all periods prior to May 1, 1994, Union Carbide Corporation ("UCC") and its wholly owned subsidiary, Union Carbide Chemicals and Plastics Company Inc. ("UCC&P"). On April 27, 1994, the shareholders of Union Carbide Corporation voted to merge UCC into its wholly owned subsidiary, UCC&P (the "Merger"). For all periods including and subsequent to May 1, 1994, the effective date of the Merger, the term "Company" or "Post-Merger UCC" shall mean the surviving company, UCC&P, which is known as Union Carbide Corporation. Pursuant to Rule 414(d) under the Securities Act ("Rule 414(d)"), Post-Merger UCC hereby expressly adopts as its own, for all purposes of the Securities Act and the Securities Exchange Act of 1934, this Registration Statement applicable to the Plans previously filed by Pre-Merger UCC. This Post-Effective Amendment No. 3 also relates to Registration Statement No. 2-90419 which is also expressly adopted by Post-Merger UCC as its own pursuant to Rule 414(d). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed by the Company with the Commission and are hereby incorporated by reference in this Post-Effective Amendment No. 3 to the Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1993, which includes a description of the Company's Common Stock. (b) All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 721 through 726 of the New York Business Corporation Law provide for indemnification of directors and officers. If a director or officer is successful on the merits or otherwise in a legal proceeding, he must be indemnified to the extent he was successful. Further, indemnification is permitted in both third-party and derivative suits if he acted in good faith and for a purpose he reasonably believed was in the best interest of the Company, and if, in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Indemnification under this provision applies to judgments, fines, amounts paid in settlement and reasonable expenses, in the case of third party actions, and amounts paid in settlement and reasonable expenses, in the case of derivative actions. In a derivative action, however, a director or officer may not be indemnified for amounts paid to settle such a suit or for any claim, issue or matter as to which such person shall have been adjudged liable to the Company absent a court determination that the person is fairly and reasonably entitled to indemnity. Notwithstanding the failure of the Company to provide indemnification and despite any contrary resolution of the board or shareholders, indemnification shall be awarded by the proper court pursuant to Section 724 of the New York Business Corporation Law. Under New York law, expenses may be advanced upon receipt of any undertaking by or on behalf of the director or officer to repay the amounts in the event the recipient is ultimately found not to be entitled to indemnification. The advance is conditioned only upon receipt of the undertaking and not upon a finding that the officer or director has met the applicable indemnity standards. Article V of the Company's By-Laws requires it to indemnify each of its past, present and future directors, officers and employees to the fullest extent permitted by law for any and all costs and expenses resulting from or relating to any suit or claim arising out of service to the Company or to other organizations at the Company's request. The Company has entered into indemnity agreements with each of its directors and officers which require the Company, among other things, to indemnify each director or officer for all costs and expenses of suits and claims (to the fullest extent permitted by law), and to advance to each director or officer the costs and expenses of defending any suit or claim if such director or officer undertakes to pay back such advances to the extent required by law. These provisions do not apply to any suit or claim voluntarily commenced by the director or officer against the Company, unless the institution of such proceeding was approved by a majority of the Board of Directors or the director or officer is successful on the merits in such proceeding. Section 402 of the New York Business Corporation Law permits the Company to include in its certificate of incorporation provisions eliminating the personal liability of directors to the Company or its shareholders for any breach of duty in such capacity unless a judgment or final adjudication adverse to the director that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained a financial profit or other advantage to which he was not legally entitled or his acts violated Section 719 of the New York Business Corporation Law. The certificate of incorporation of the Company contains a provision eliminating the personal liability of its directors to the Company and its shareholder except to the extent such liability may not be eliminated by law. The Company carries directors' and officers' insurance which covers its directors and officers against certain liabilities they may incur when acting in their capacity as directors or officers of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Exhibit Number Description 4.1 Form of Option Agreement under 1988 Plan, as amended (incorporated herein by reference to Exhibit 4.8 to Post-Effective Amendment No. 2 to Registration Statement No. 33-22125) 4.2 Form of Option Agreement with Notice of SAR Award under 1988 Plan, as amended (incorporated herein by reference to Exhibit 4.9 to Registration Statement No. 33-22125) 4.3 Form of Notice of Award of Stock Appreciation Rights under 1988 Plan, as amended (incorporated herein by reference to Exhibit 4.10 to Registration Statement No. 33-22125) 5 Opinion of Kelley Drye & Warren as to the legality of the Common Stock covered by this Registration Statement 23.1 Consent of KPMG Peat Marwick, Independent Auditors 23.2 Consent of Price Waterhouse, Independent Accountants 23.3 Consent of Counsel (included in opinion filed as Exhibit 5) 24 Powers of Attorney of Directors and Certain Officers of the Company (included on the signature pages hereof) ITEM 9. UNDERTAKINGS. The undersigned Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided however that subparagraphs (i) and (ii) do not apply if the information required to be included in a post- effective amendment by those subparagraphs is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act), that it is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions described in Item 6 of this Registration Statement, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut on this 2nd day of May, 1994. UNION CARBIDE CORPORATION By: JOHN K. WULFF Vice President, Controller and Principal Accounting Officer POWER OF ATTORNEY We, the undersigned officers and directors of Union Carbide Corporation, hereby severally constitute and appoint Robert D. Kennedy, Joseph E. Geoghan, John K. Wulff and Gilbert E. Playford, and each of them singly, our true and lawful attorney, with full power to them, to sign for us in our names in the capacities indicated below, this post-effective and any and all further post-effective amendments to this Registration Statement, and generally to do all things in our name and on our behalf in such capacities to enable Union Carbide Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates stated. Signature Title Date ROBERT D. KENNEDY Director, Chairman of the Board and Chief May 2, 1994 Executive Officer (Principal Executive Officer) GILBERT E. PLAYFORD Vice-President Principal Financial May 2, 1994 Officer) JOHN K. WULFF Vice-President, Controller (Principal May 2, 1994 Accounting Officer) JOHN J. CREEDON Director May 2, 1994 C. FRED FETTEROLF Director May 2, 1994 JOSEPH E. GEOGHAN Director May 2, 1994 RAINER E. GUT Director May 2, 1994 JAMES M. HESTER Director May 2, 1994 WILLIAM H. JOYCE Director May 2, 1994 RONALD L. KUEHN, JR. Director May 2, 1994 C. PETER McCOLOUGH Director May 2, 1994 ROZANNE L. RIDGWAY Director May 2, 1994 WILLIAM S. SNEATH Director May 2, 1994 EXHIBIT INDEX Sequential Exhibit Page Number Description Number 4.1 Form of Option Agreement under 1988 Incorporated Plan, as amended (incorporated herein by reference by reference to Exhibit 4.8 to Post-Effective Amendment No. 2 to Registration Statement No. 33-22125) 4.2 Form of Option Agreement with Notice Incorporated of SAR Award under 1988 Plan, as amended by reference herein by reference to Exhibit 4.9 to Registration Statement No. 33-22125) 4.3 Form of Notice of Award of Stock Incorporated Appreciation Rights under 1988 Plan, by as amended (incorporated herein by reference reference to Exhibit 4.10 to Registration Statement No. 33-22125) 5 Opinion of Kelley Drye & Warren as to the legality of the Common Stock covered by this Registration Statement 23.1 Consent of KPMG Peat Marwick, Independent Auditors 23.2 Consent of Price Waterhouse, Independent Accountants 23.3 Consent of Counsel (included in opinion filed as Exhibit 5) 24 Powers of Attorney of Directors and Certain Officers of the Company (included on the signature pages hereof) EX-5 2 EXHIBIT 5 33-22125-99 S-8 POS Exhibit 5 May 2, 1994 Board of Directors Union Carbide Corporation 39 Old Ridgebury Road Danbury, CT 06817-0001 Re: Post-Effective Amendment No. 3 to Registration Statement No. 33-22125 on Form S-8 for the 1988 Union Carbide Long-Term Incentive Plan and the 1984 Union Carbide Stock Option Plan Dear Sirs: Please refer to Post-Effective Amendment No. 3 to Registration Statement No. 33-22125 on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission by Union Carbide Corporation (the "Corporation") relating to shares of common stock, $1.00 par value per share (the "Common Stock"), of the Corporation offered for sale pursuant to the 1988 Union Carbide Long-Term Incentive Plan and the 1984 Union Carbide Stock Option Plan (the "Plans"). We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers of the Corporation and such other instruments as we have deemed necessary or appropriate as a basis for the opinions expressed below. Based upon the foregoing, we are of the opinion that: 1. The Corporation has been duly organized and is validly existing under the laws of the State of New York. 2. The Plans have been duly adopted by the Board of Directors of the Corporation. 3. The shares of Common Stock of the Corporation to which the Registration Statement relates have been duly authorized and reserved for issuance pursuant to the Plans and, when issued and sold pursuant to the Plans, will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, KELLEY DRYE & WARREN EX-23.1 3 EXHIBIT 23.1 33-22125-99 S-8 POS Exhibit 23.1 Consent of Independent Auditors The Board of Directors of Union Carbide Corporation We consent to the incorporation by reference in this Registration Statement on Form S-8 of Union Carbide Corporation of our reports on Union Carbide Corporation included and incorporated by reference in the Annual Report on Form 10-K of Union Carbide Corporation for the year ended December 31, 1993. Our reports refer to changes in accounting principles as described in Note 1 to the consolidated financial statements. Stamford, Connecticut KPMG PEAT MARWICK May 2, 1994 EX-23.2 4 EXHIBIT 23.2 33-22125-99 S-8 POS Exhibit 23.2 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 3 to Registration Statement on Form S-8 (No. 33-22125) of our report dated January 26, 1994 relating to the consolidated financial statements of UOP and its subsidiaries, which appears on page 17 of Union Carbide Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. Price Waterhouse Chicago, Illinois April 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----